-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLaHZLVw2SC4miuN2zKJbfo7DcMUM3mYP0jorI7vvCICaCc93lgCWsl45cd0pBeS //AQGENs3qUBEBGdVB35oA== 0000909012-05-000527.txt : 20050620 0000909012-05-000527.hdr.sgml : 20050617 20050620113348 ACCESSION NUMBER: 0000909012-05-000527 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCAN IMAGING INC CENTRAL INDEX KEY: 0001096857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 593134518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27773 FILM NUMBER: 05905044 BUSINESS ADDRESS: STREET 1: 1754 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 408-436-9888 MAIL ADDRESS: STREET 1: 1754 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: BANKENGINE TECHNOLOGIES INC DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: ZEE INC DATE OF NAME CHANGE: 19991014 10KSB/A 1 t301884.txt SYSCAN IMAGING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A-1 |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 000-25839 SYSCAN IMAGING, INC. (Exact name of registrant as specified in its charter) DELAWARE 59-3134518 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification number) 1772 TECHNOLOGY DRIVE, SAN JOSE, CA 95110 (Address of Principal Executive Offices) (Zip Code) 408-436-9888 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - -------------------------------- ----------------------------------------- Common Stock, $.001 par value OTC Bulletin Board Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES |X| NO |_| Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X| Issuer's revenues for fiscal year 2004 were $6,057,821. The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $3,429,600 as of June 16, 2005 (based on the closing price for such stock as of June 16, 2005). Indicate the number of shares outstanding of each of the issuer's classes of common stock: CLASS OUTSTANDING AT JUNE 17, 2005 - ------------------------------------- ------------------------------------- Common Stock, $.001 par value 23,110,515 EXPLANATORY NOTE Syscan Imaging, Inc. is filing this Form 10-KSB/A-1 to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as filed with the SEC on March 31, 2005, for the purpose of including Item 8A of Part II of such Annual Report on Form 10-KSB, as set forth below. As a result of this amendment, Syscan Imaging, Inc. is filing as exhibits to this Form 10-KSB/A-1 the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Form 10-KSB/A-1 does not change our previously reported financial statements and other financial disclosures. Items included in the original Form 10-KSB that are not included herein are not amended and remain in effect as of the date of the original filing. Except as noted above, this Form 10-KSB/A-1 does not update information that was presented in our original Annual Report on Form 10-KSB filed on March 31, 2005 to reflect recent developments that have occurred since that date. Information concerning recent developments since the filing of our Annual Report on March 31, 2005 can be found in other filings we have made with the SEC since March 31, 2005. ITEM 8A - CONTROLS AND PROCEDURES Based on an evaluation as of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K (a) Exhibits 2.1** Share Exchange Agreement (previously filed as exhibit 99.1 on Form 8-K dated April 19, 2004). 3.1** Certificate of Incorporation dated February 15, 2002. 3.2** Certificate of Amendment to the Company's Certificate of Incorporation dated March 19, 2004. 3.3** Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock as filed with the Secretary of State of the State of Delaware on March 15, 2005 (previously filed as exhibit 10.4 on Form 8-K dated March 21, 2005) 3.4** Amended and Restated Bylaws. 10.1** Form of Convertible Preferred Stock and Common Stock Warrant Purchase Agreement entered into by and between the Company and the purchasers (previously filed as exhibit 10.1 on Form 8-K dated March 21, 2005). 10.2** Form of Common Stock Purchase Warrant (previously filed as exhibit 10.2 on Form 8-K dated March 21, 2005). 10.3** Form of Registration Rights Agreement (previously filed as exhibit 10.3 on Form 8-K dated March 21, 2005). 10.4** 2002 Amended and Restated Stock Option Plan 10.5*** Employment Agreement between the Company and Darwin Hu dated April 26, 2005. 10.6*** Employment Agreement between the Company and William Hawkins dated April 26, 2005 10.7*** Employment Agreement between the Company and David Clark dated April 26, 2005 14** Code of Ethics adopted by the Company's board of directors on March 28, 2005. 21** Subsidiaries of the Company. 31.1* Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. - -------------------- * filed herewith ** previously filed *** filed as an exhibit to the Company's Form 8-K filed with the Securities and Exchange Commission on May 2, 2005 (b) Reports on Form 8-K. There were no reports filed on Form 8-K during the fourth quarter of the year ended December 31, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Syscan Imaging, Inc. Date: June 17, 2005 By: /S/ DARWIN HU --------------- Name: Darwin Hu Title: Chief Executive Officer Pursuant to and in accordance with the requirements of the Securities and Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. - -------------------------- ----------------------------------- ----------------- Name Title Date - -------------------------- ----------------------------------- ----------------- /S/ DARWIN HU Chairman and Chief Executive June 17, 2005 Darwin Hu Officer - -------------------------- ----------------------------------- ----------------- /S/ WILLIAM HAWKINS Chief Financial Officer, June 17, 2005 William Hawkins Principal Accounting Officer and Secretary - -------------------------- ----------------------------------- ----------------- /S/ DAVID CLARK Senior Vice President of Business June 17, 2005 David Clark Development and Director - -------------------------- ----------------------------------- ----------------- /S/ PETER MOR Director June 17, 2005 Peter Mor - -------------------------- ----------------------------------- ----------------- /S/ LAWRENCE LIANG Director June 17, 2005 Lawrence Liang - -------------------------- ----------------------------------- ----------------- EX-31.1 2 exh31-1.txt CERTIFICATION PURSUANT TO RULE 13A-14(A) EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13A-14(A) I, Darwin Hu, hereby certify that: 1. I have reviewed the Annual Report on Form 10-KSB/A-1 of Syscan Imaging, Inc. for the fiscal year ended December 31, 2004; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. /s/ Darwin Hu Date: June 17, 2005 ------------------------ Darwin Hu, Chairman and Chief Executive Officer EX-31.2 3 exh31-2.txt CERTIFICATION 2 PURSUANT TO RULE 13A-14(A) EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13A-14(A) I, William Hawkins, hereby certify that: 1. I have reviewed the Annual Report on Form 10-KSB/A-1 of Syscan Imaging, Inc. for the fiscal year ended December 31, 2004; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. /s/ William Hawkins Date: June 17, 2005 -------------------------------------------- William Hawkins Acting Chief Financial Officer, Chief Operating Officer and Secretary (Principal Accounting Officer) EX-32.1 4 exh32-1.txt CERTIFICATION PURSUANT TO SECTION 906 EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) In connection with the Annual Report of Syscan Imaging, Inc. (the "Company") on Form 10-KSB/A-1 for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Darwin Hu, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of the Company. /s/ Darwin Hu Date: June 17, 2005 -------------------------------- Darwin Hu, Chairman and Chief Executive Officer This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act. EX-32 5 exh32-2.txt CERTIFICATION 2 PURSUANT TO SECTION 906 EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) In connection with the Annual Report of Syscan Imaging, Inc. (the "Company") on Form 10-KSB/A-1 for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William Hawkins, Chief Operating Officer, Acting Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of the Company. Date: June 17, 2005 /s/ William Hawkins --------------------------------- William Hawkins, Acting Chief Financial Officer, Chief Operating Officer and Secretary (Principal Accounting Officer) This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Securities Exchange Act. -----END PRIVACY-ENHANCED MESSAGE-----